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Professional PE Agreement

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PROFESSIONAL PE AGREEMENT

This Professional PE Agreement (the Agreement) is entered into as of Day: Month: Year: by and between Client Name: with principal place of business at (Client), and Engineer Name: with principal place of business at (Engineer).

RECITALS

WHEREAS, Client desires to obtain professional engineering design, analysis, and related services in connection with Project Name: located at Project Location: ; and

WHEREAS, Engineer is a licensed professional engineer with the experience, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided by Engineer.

NOW, THEREFORE

In consideration of the mutual covenants and conditions contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Engineer shall provide professional engineering services as described in the scope below. Engineer's services shall include customary engineering practices required to produce the deliverables and shall be performed in a competent and workmanlike manner consistent with industry standards.

2. COMPENSATION AND PAYMENT

2.1 Compensation. Client shall pay Engineer for services rendered in accordance with one of the following methods as selected by the parties and set forth in this Agreement: fixed fee, hourly rates, or unit prices. Payment shall be due net thirty (30) days from invoice date unless otherwise agreed in writing.

2.2 Reimbursable Expenses. Client shall reimburse Engineer for direct, reasonable, and necessary expenses incurred in connection with the performance of the services, including travel, printing, permits, and subcontracted services, provided such expenses are authorized or customary for the scope of services.

3. SCHEDULE AND MILESTONES

3.1 Engineer shall commence services promptly upon authorization. Time is of the essence with respect to any milestone dates set forth in this Agreement; however, deadlines shall be extended to the extent caused by changes, delays beyond Engineer's control, or Client's failure to perform.

Day: Month: Year:

Day: Month: Year:

4. CHANGES; EXTRA SERVICES

4.1 Any changes to the Scope of Services shall be made only by written change order signed by both parties. The change order shall specify adjustments to compensation and schedule. Engineer shall not be obligated to perform changed work without a fully executed change order.

5. STANDARD OF CARE

5.1 Engineer shall perform services in accordance with the degree of skill and care ordinarily exercised by licensed professional engineers practicing under similar conditions in the same geographic area. No other warranty, express or implied, is made or intended by this Agreement.

6. INSURANCE

6.1 Engineer shall maintain, at Engineer's expense, professional liability insurance, commercial general liability insurance, and workers' compensation as required by law. Minimum limits for professional liability shall be:

7. INDEMNITY AND LIMITATION OF LIABILITY

7.1 Engineer shall indemnify and defend Client from claims arising out of Engineer's negligent performance of professional services to the extent such claims are caused by Engineer's negligence. Client shall indemnify Engineer for claims arising out of Client-provided information or acts.

7.2 Limitation of Liability. Except for claims arising from gross negligence or willful misconduct, the aggregate liability of either party to the other for any and all claims, losses, or damages arising out of or related to this Agreement shall not exceed the greater of (a) the total compensation paid to Engineer under this Agreement, or (b) .

7.3 Neither party shall be liable to the other for consequential, incidental, special, or punitive damages.

8. CONFIDENTIALITY

8.1 All non-public information exchanged between the parties that is designated as confidential or that reasonably should be understood to be confidential shall be kept confidential and used only for purposes of performing this Agreement. Confidential information does not include information that is (a) already known to the receiving party without obligation of confidentiality, (b) becomes publicly known through no breach by the receiving party, or (c) independently developed.

9. OWNERSHIP OF DOCUMENTS

9.1 All instruments of service prepared by Engineer, including drawings, specifications and reports, shall remain the property of Engineer. Upon full payment, Engineer grants Client a nonexclusive, nontransferable license to use the deliverables for the Project for which they were prepared. Reuse for other projects or purposes shall be at Client's risk and subject to prior written consent and additional compensation.

10. TERMINATION

10.1 Either party may terminate this Agreement for cause if the other party materially breaches and fails to cure the breach within days after written notice. Either party may terminate for convenience upon thirty (30) days' written notice. In the event of termination, Client shall pay Engineer for services performed and reimbursable expenses incurred to the date of termination, including costs reasonably incurred to effect an orderly suspension or termination.

11. DISPUTE RESOLUTION

11.1 The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved within sixty (60) days, the parties agree to submit the dispute to mediation prior to initiating arbitration or litigation. If mediation does not resolve the dispute, the parties may proceed to arbitration or litigation in accordance with the Governing Law section below.

12. NOTICES

12.1 Notices shall be in writing and shall be delivered by hand, certified mail, or overnight courier to the addresses below or to such other address as either party may specify in writing.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any judicial proceedings shall be in the appropriate state or federal court located within the county specified by the parties.

14. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

14.1 Entire Agreement. This Agreement, together with any exhibits, attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.3 Amendment. This Agreement may be amended only by a written instrument signed by duly authorized representatives of both parties.

14.4 Waiver. The waiver by either party of any breach of any provision of this Agreement shall not operate as a waiver of any subsequent breach.

14.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

Client

Printed Name:

By:

Date:

Engineer

Printed Name:

By:

Date:

Enter text✕

What the Professional PE Agreement Covers

The Professional PE Agreement is a written contract used by licensed professional engineers to define the scope, deliverables, schedule, and compensation for engineering services on a project. It allocates responsibilities for design, permitting, construction administration, and professional liability, and typically includes performance standards, indemnities, insurance requirements, and payment terms. Parties may specify milestones, document deliverables, change order procedures, and dispute resolution mechanisms. The agreement can be executed on paper or electronically when state and federal laws permit, and should be reviewed for compliance with applicable statutes and professional licensing rules.

Why a Professional PE Agreement Matters

Use the Professional PE Agreement to set clear expectations, reduce scope disputes, and document risk allocation between owner and engineer. It establishes payment milestones, insurance and indemnity provisions, and procedures for change orders and claims, improving project transparency and enforceability.

Why a Professional PE Agreement Matters

Who Typically Prepares and Signs This Agreement

Typical users include licensed professional engineers, project owners, contractors, and design firms managing engineering scope and liability.

  • Licensed Professional Engineers and engineering firms administering professional services contracts and certifying work.
  • Project owners and developers contracting design, permitting, and construction administration services for capital projects.
  • Contractors and subcontractors referenced as third-party beneficiaries or responsible for implementation of engineered components.

Use the agreement whenever engineering responsibilities, professional liability, or payment schedules require written allocation and formal acceptance.

Step-by-Step: Complete and Execute the Agreement

Follow these steps to complete and execute a Professional PE Agreement whether signing on paper or using an eSignature platform.

  • 01
    Prepare Document: Assemble scope, schedules, and required attachments before sending for signature.
  • 02
    Confirm Licenses: Verify engineer license numbers and issuing states match records.
  • 03
    Set Dates: Enter effective date and milestone deadlines in MM/DD/YYYY format.
  • 04
    Signatures: All parties sign and date; include witness or notary if required.

How Electronic Execution Works

Digital execution follows a standard workflow: upload, assign fields, authenticate signers, capture signatures, and archive the completed agreement.

  • Upload Document: Start with a clean PDF or Word file for field placement.
  • Place Fields: Add signature, date, and conditional fields for deliverables.
  • Authenticate: Choose email, SMS code, or stronger verification per risk.
  • Complete Audit: Capture timestamps, IP, and an audit trail with certificate.

Essential Clauses to Include

Core provisions of the Professional PE Agreement clarify responsibilities, deliverables, payment, risk allocation, insurance, and dispute resolution to reduce ambiguity and support enforceability.

Scope

Define specific engineering services, excluded tasks, and deliverables by milestone. Attach exhibits for drawings, specifications, and reporting criteria to avoid disputes over expectations and acceptance standards.

Schedule

State project milestones, delivery dates, and review periods. Include procedures for schedule adjustments, liquidated damages if applicable, and notice timelines for delays impacting performance and approvals.

Compensation

Specify fee structure, reimbursable expenses, invoicing frequency, payment terms, retainers, and interests on late payments. Tie payments to acceptance of deliverables and documented milestone completion.

Insurance

Require professional liability limits, general liability, and proof of coverage. Specify occurrence or claims-made policies, retroactive dates, and requirements to add the owner as an additional insured where needed.

Indemnity

Allocate responsibility for third-party claims, limiting indemnity to negligence or willful misconduct where appropriate. Include procedures for claim notification, control of defense, and settlement approval.

Dispute Resolution

Specify governing law, venue, and preferred dispute mechanisms such as mediation, arbitration, or litigation. Include timelines for notice, escalation, and selection of arbitrators or mediators.

Security and Compliance Basics

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest.
Certifications: SOC 2 Type II, ISO 27001, PCI DSS.
HIPAA: Compliant with BAA required.
ESIGN/UETA: Meets federal and UETA standards.
21 CFR Part 11: Supports FDA-regulated e-record controls.
Accessibility: WCAG 2.0 Level AA compliance.

Key Risks and Consequences of Errors

Professional Liability: Claims exceed insurance limits.
Contractual Breach: Costly litigation and damages.
Incorrect Scope: Change orders disputes arise.
Missing Signatures: Agreement may be unenforceable.
Late Payment: Interest and collection costs.
Noncompliance Fines: Regulatory penalties possible.

Common Preparation Mistakes to Avoid

  • Vague scope that omits exclusions leads to disputes, repeated change orders, and disagreements over billing, often triggering costly mediation or litigation to resolve deliverables and payment.
  • Failure to verify licensure and jurisdictional authority can result in invalid certifications, insurance denial, and regulatory enforcement for unlicensed practice across state lines.
  • Incomplete insurance clauses or ambiguous indemnity language may leave owners exposed to uncovered third-party claims and unexpected out-of-pocket losses.
  • Neglecting to include standard dispute resolution and notice procedures prolongs conflicts and increases legal costs when disagreements over performance arise.

Configure an Electronic Approval Workflow

Configure the online workflow for signature order, authentication, and notifications to match the Professional PE Agreement approval process.

Field Configuration
Signature Order Set sequential or parallel signer order for approvals
Signer Authentication Choose email, SMS code, or ID verification methods
Field Validation Require initials, numeric format, and conditional visibility rules
Notifications & Reminders Enable automatic reminders and delivery confirmations for signers

Platform Requirements and Integrations

Use platforms that support PDF, DOCX, conditional fields, and third-party integrations to match enterprise workflows.

  • File Types: PDF, DOCX, and Excel supported.
  • Integrations: Salesforce, NetSuite, Google Workspace.
  • Authentication: Email, SMS, SSO, KBA options.

Time-Sensitive Dates to Track

Key timing obligations include effective date, milestone deadlines, invoice due dates, insurance evidence deadlines, and notice periods for claims or changes.

Effective Date:

Entered as MM/DD/YYYY; controls rights and remedies.

Milestone Deadlines:

List deliverable due dates and review windows tied to payments.

Invoice Due Dates:

Specify net terms, late interest, and invoicing intervals.

Insurance Evidence Deadline:

Provide certificates before commencing work or within stipulated days.

Claim Notice Period:

Require prompt written notice within specified days for disputes.

Key Processing Milestones

Milestone sequence for contract processing clarifies stages from drafting to archival and assigns responsibility at each sequential step.

01

Drafting and Internal Review

Prepare initial draft and collect internal comments before external distribution.

02

Client Review and Negotiation

Circulate draft, log redlines, and agree on final terms.

03

Execution and Authentication

Obtain signatures, complete notarization or witness steps if required.

04

Distribution and Archival

Send copies to parties and store signed files in secure repository.

eSignature Vendor Pricing and Feature Snapshot

Compare base pricing and core capabilities across leading eSignature vendors to evaluate suitability for executing Professional PE Agreements electronically.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes (Business Premium) Varies Varies Varies Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions

Answers to frequently asked questions about using, signing, and storing a Professional PE Agreement in the United States.


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